Mission Produce Inc美股招股说明书(2026-03-20版)

Dear Shareholders of Calavo and Stockholders of Mission Produce (each as defined below): On behalf of the board of directors of each of Mission Produce, Inc. (“Mission Produce”) and Calavo Growers, Inc. (“Calavo”), we are pleased toenclose the accompanying joint proxy statement/prospectus relating to the proposed combination of Mission Produce and Calavo. We are requesting thatyou take certain actions as a holder of Mission Produce Common Stock and Calavo Common Stock (each as defined below), as more fully described inthe accompanying joint proxy statement/prospectus. Each of the board of directors of Mission Produce (the “Mission Produce Board”) and the board of directors of Calavo (the “Calavo Board”) hasunanimously approved and declared advisable the Agreement and Plan of Merger, dated as of January14, 2026 (as may be amended, restated,supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Mission Produce, Calavo, Cantaloupe Merger Sub I,Inc., a Delaware corporation and wholly owned subsidiary of Mission Produce (“Merger Sub I”) and Cantaloupe Merger Sub II, LLC, a Delawarelimited liability company and a wholly owned subsidiary of Mission Produce (“Merger Sub II”). Upon the terms and subject to the conditions of theMerger Agreement, which are more fully described in the accompanying joint proxy statement/prospectus, (a)Merger Sub I will merge with and intoCalavo, pursuant to the provisions of the General Corporation Law of the State of California, as amended (the “CGCL”) and the General CorporationLaw of the State of Delaware, as amended (the “DGCL”) with Calavo as the surviving entity (the “Surviving Corporation” and such transaction the“First Merger”) and (b)immediately following the First Merger, the Surviving Corporation will merge with and into Merger Sub II, with Merger Sub IIas the surviving entity (the “Surviving Company” and such transaction the “Second Merger,” and together with the First Merger, the “Mergers”), inaccordance with the applicable provisions of the CGCL, the DGCL and the Delaware Limited Liability Company Act, as amended. At the date and time the First Merger becomes effective (the “First Effective Time”), each share of common stock, par value $0.001 per share ofCalavo (the “Calavo Common Stock”) issued and outstanding immediately prior to the First Effective Time will be converted into and thereafterrepresent the right to receive (i)a number of validly issued, fully paid and nonassessable shares of common stock, par value $0.001 per share, ofMission Produce (the “Mission Produce Common Stock”) equal to 0.9790 (the “Exchange Ratio”, and such shares the “Per Share StockConsideration”), subject to the right to receive cash in lieu of fractional shares of Mission Produce Common Stock, if any, into which such shares ofCalavo Common Stock have been converted (the “Fractional Share Consideration”) and (ii) $14.85 in cash without interest (together with the Per ShareStock Consideration and the Fractional Share Consideration, the “Merger Consideration”), subject to applicable tax withholding. The Exchange Ratio isfixed and will not be adjusted to reflect stock price changes prior to the First Effective Time. Mission Produce stockholders will continue to own theirexisting shares of Mission Produce Common Stock, the form of which will not be changed by the transaction. Upon the consummation of the Mergers, it is anticipated that former Calavo shareholders will own approximately 20% of the then-outstandingMission Produce Common Stock and Mission Produce stockholders will own the remaining 80%, based on the number of shares and stock-basedawards of Mission Produce and Calavo outstanding as of March17, 2026, the last practicable trading day before the date of the joint proxystatement/prospectus. The value of the Merger Consideration to be received in exchange for each share of Calavo Common Stock will fluctuate with the market value ofMission Produce Common Stock until the Mergers are consummated. Table of Contents Based on Mission Produce’s closing stock price on January13, 2026, the implied value of the Merger Consideration was $27.15, which represents apremium of approximately 26% over the 30-trading-day volume weighted average trading price per share of Calavo Common Stock on January13,2026, the last full trading day prior to the day on which the Mission Produce Board and the Calavo Board approved the Transaction. Based on MissionProduce’s closing stock price on March17, 2026, the last practicable trading day before the date of the accompanying joint proxy statement/prospectus,the implied value of the Merger Consideration was $26.75 per share. The common stock of each of Mission Produce and Calavo is listed on the NasdaqStock Market LLC under the symbol “AVO” and “CVGW,” respectively. We urge you to obtain current market quotations for Mission Produce CommonStock and Calavo Common Stock. Each of Mission Produce and Calavo will hold a special mee